Gwen's Stronghold
by HUNTER OF THE SHADOWS
Summary: Just got tired of the severe lack of Gwen and Will stories. Basically Will treats the girl of his dreams like the girl of his dreams and she discovers a side of him that neither knew existed...
1. Chapter 1

**Gwen's Stronghold**

Disclaimer- I own none of it…

A/N- sorry I have yet to update my other stories chapters for them are being typed and revised currently. This story was created on a whim, inspired by the lack of Will/ Gwen stories I've seen.

**Chapter 1- The Changing of Will**

'Oh God,' he thought as he opened his door. 'She is amazing.' Collapsing onto his bed, he stared at the ceiling, captivated by the beauty that had ensnared his heart. Certainly she was only using him, for what he couldn't tell. At this, he sat up, realizing that there was a possibility she had just kissed him to persuade him to do what she wanted. Then it hit him; she had kissed him. True, she had kissed him, albeit a tad quickly but passion, it had no lack thereof. Again he was startled by the idea that maybe she had used him for some plan of hers. Why else would she kiss him? Smiling more widely and wildly than he had all night, he remembered. She wanted to go to homecoming, with _him._ But why would she, the senior class president even consider going with him, a freshmen. Then again, she hadn't considered it as if _he_ had asked _her,_ _she_ had asked _him._

He laid back on his bed, closing his eyes and taking in what was left of her wonderful fragrance. Smiling, he felt strangely angry, but those feelings were soon tossed aside and he realized before slipping asleep that if she was indeed using him for her own personal gain, he was hardly a little if any upset by the fact that he was unsure of her plans for him. He knew he had to keep an eye open and yet he had the strange feeling that even if he tried his hardest, some part of him would sabotage his defenses. He had trouble assuring himself that he would not bend to her will. He was more shocked at the fact that he doubted he would even want to resist her.

The next day was a nightmare. Not only had he managed to break his "previous engagement," with Layla, he had the joy of announcing he was going to homecoming with Gwen destroyed, learning that Layla and Warren Peace would also be in attendance, as a couple. As if being aware of the new couple that would grace him with their presence wasn't enough, seeing them together all day was unbearable. Anger was an emotion he understood, feeling it meant he was worried for his friend, but the jealousy he was feeling was something new.

Sighing when Gwen took his hand and led him away, he was glad he had her. How could he not be with the most amazing and beautiful goddess leading him with her fingers intertwined with his, telling him she wouldn't rest until he could assemble ray guns with anything less than a blindfold on, occasionally turning her head and flashing him that gorgeous smile?

When the day ended he was certain he was becoming a different person. Things he once held dear and viewed as important began to become minute and seemingly insignificant. What was the hurry to grow up and become a hero, save the world? To follow in the shadows of his parents was certainly a dream but why did he have to be forced into it? Why should he be enslaved in the chains of bondage, ensuring that others had the right to remain free, while he, the one who granted this right became nothing more than slave to the public?

When they, he and Gwen, reached his house he was quite glad to find his parents away and was immediately in higher spirits when he found out they would not be back for quite some time. Making their way to his room, he nearly tripped going _up_ the stairs. Pointing out this slightly funny happening to Gwen he was relieved when she laughed beautifully.

Sitting down on his bed, he patted the spot next to him, indicating her to sit down. She sat and smiled at him, reaching into her purse she pulled out a black blindfold. Staring at it in awe he allowed his mind to briefly wander the possibilities of what it was for, until he was snapped back to reality as she dumped several mechanical pieces out of the purse as well.

"Shrink ray." She said allowing him a brief time to look over a schematic, before pulling it from his grasp. "What are these?" She asked with a smile holding up two identical pieces of shiny lightly glowing green metal coils.

For a moment he had a name attempting to rise to vocalization but lost it and after a brief period of trying to retrieve he gave up shrugging his shoulders and apologized.

"Don't apologize to me." She spoke briskly. "You're the one who needs to know it to pass class. Not me." As he nodded and dropped his head, disappointed and sure he would never learn how to properly construct a ray or beam, Gwen lifted his face up to hers with one finger and pulled him into a brief, yet adoring kiss. After a brief silence and moment of smiling at each other from inches away she pulled away, a serious and stern look on her face. "Try to remember who the Technopath is, Stronghold."

"I will." He spoke distantly, as though he were somewhere else. Trying to concentrate was nearly impossible and if this was her idea of punishment for wrong answers he prayed that all knowledge be wiped from the slate that was his mind. Finally coming to reality and blushing because he could see that she was aware his mind had been wandering. "Okay… serious, right… let's do this."

"So?" She asked waving her hands gesturing him to continue.

"_So_, what?" He asked confused as to what she meant.

"_SO, _what are these?" she asked once again indicating the glowing green things resembling springs.

After nearly a minute or so he was still drawing a blank. Titanium valve springs? No, that surely wasn't the answer. Conduction coils? No. When he finally looked back up to her he could see the light reflecting in her eyes. Her eyes were the most beautiful shade he had ever seen and he feared he was going to become lost in another realm. He could not shake the feeling that nothing would ever once again be as it was. It was as if things were backwards. The sun should rise from the west, birth should be called death and vice versa. Protein would create fat, sugar would create muscle and in an exciting rush hit him.

Smiling at her he laughed at the perplexed look that had set in on her visage.

"What?" she asked. Pushing him back on the bed and straddling his hips, she began to kiss his neck which caused his laughs to cease. As she slowly whispered the words "What is so funny?" into his ear she pulled back holding him down with her hands on his shoulders.

Looking up at her he almost forgot what he was going to say. Finally after a mental rewind for a few seconds he recalled his revelation.

"You." He stated plainly, smiling at the once again perplexed look on her face. "Trying to trick me like that wasn't nice. Telling me it's a shrink ray and then trying to have me identify pieces exclusive to heat rays." He said smug with the look on her face, she was still looking at him as if he had grown some strange addition to his body. However his satisfaction was short-lived as she quickly adopted a smile and leant in to kiss him again.

'Oh God,' he thought as they embraced each other. 'I hope this is the punishment for being correct.'

They managed to get halfway through studying before they were interrupted by Gwen's cell phone annoyingly ringing as Will was in the middle of reaping the rewards for his fifteenth correct answer. Pulling back she reached into her purse and answered the phone while still lying on top of Will.

"Penny slow down, you know I can't understand you when you're all speaking at once." She waited for her friend to apparently calm down before muttering a "Better, go ahead."

Seeing his golden opportunity for revenge, Will managed to flip the two of then so he was now looking down on Gwen, who was looked absolutely amazing with her hair laid on his pillow.

"Alright," she spoke and Will found his smile vanish from his face as he saw the look of defeat on hers. "Alright… alright Penny. Yeah. Bye."

Pushing him off her, or rather attempting to and becoming frustrated when he failed to move she gave him a look that told him to move.

"What's wrong?" he asked as she made her way next to him sitting up. When she didn't answer he cocked and lowered his head to meet her eyes. "Gwen?" he asked again thoroughly concerned.

"Will, it's the homecoming committee. Something's come up and I have to go." Upon seeing his disappointment, she added, "And I was having such a great time here with you." She snuck a quick peck on the lips in on him and turned to leave. Reaching the door she spun on her heel and began playing with her hair. "Maybe they could come here. Then we could spend all night together."

Thinking her proposal over, he weighed his options. If he got caught with anyone other than Layla, his friends from hero support or Gwen in the house, he was sure that his parents would ground him as well as be severely unpleased. He was quite sure that one of the things the Commander and Jetstream disliked was arriving home to houseful of strangers that went to school with their son.

"Yeah," he spoke after a little while, "What's the worse that could happen?" He concluded, a smile on his face as Gwen threw herself into his arms, after calling Penny and informing her of the address and time to arrive.

After the first fifteen people arrived and more kept pouring in, Will was in utter shock and had stopped worrying about what his parents were going to say. Words didn't exactly seem to be a logical punishment on his parents list tonight, of that he was sure. After all, why should they need words to tear him apart?

The only good thing that Will could see had come out of this was that he a Gwen did indeed have more time to spend together, and when the party became too much to bear a great deal of that time was spent in the Secret Sanctum.

After a long time and what felt like a tornado around him briefly, he had made up his mind that the party was over. He was glad to find that Gwen had no objections to this, as he severely doubted his ability to say refuse her.

"Alright." He spoke loudly so everyone in the vicinity could hear him clearly. "Party's over. Go home."

In that instant he saw his life flash before his eyes, in the eyes of Gwen. Looking through him, she had a look of sheer terror cut across her face and he was deathly sure of what was behind him. Hesitating to turn around, he hoped would take care of the problem.

"Oh, don't stop on our account." He heard his father speak and with that he watched the party goers vanish. Gaining a brief glance back from Gwen, he felt sorely cheated as if he at least deserved one final kiss before death.

They came down on him hard as he had expected them to and yet they had reasoned amongst themselves, that since he was good student and good son that he was allowed a mistake every once in a while. Any thoughts he had of a partial victory on his part were diminished and destroyed with the promise that any thing else and he would not be attending any homecomings or dances anytime soon.

Lying in his bed he was smiling, having escaped the jaws of despair with a grounding and a minor talking to. The thing that kept him awake with joy was the amazed realization that he was still allowed to attend the homecoming festivities. He assured himself that among other things, the fact that those mere hours ago _Gwen Grayson_ had been on this bed with _him_ was well worth a week in solitary.

_**I weep for the sun and the moon as they go about their daily chores, Because I know that no time soon shall their beauty compare to yours.**_


	2. Chapter 2

**Gwen's Stronghold**

Disclaimer- I own not one piece.

A/N- sorry I have yet to update my other stories chapters for they are being typed and revised currently. This story was created on a whim, inspired by the lack of Will/ Gwen stories I've seen.

**Chapter 2- The Lack of a Good Will**

So he was grounded. It was something he could live with, though he would rather not, but nonetheless it was only a minor block. His parents had still chosen to let him attend the Homecoming celebration and he felt grateful to them for that, however he could not help but feel that they only wanted the award and he was having a hard time convincing himself otherwise. At this he became angry, feeling used, after all he was the one in school. He was the one who had to endure boring lectures about controlling his powers, sit in class, pay attention and pretend he was interested.

But all that was escaping his mind as he weaved through the tangled crowd of heroes and their future comrades. Normally, people didn't occupy the halls so carelessly; however for some reason today their efforts seemed to be coordinated towards moving as a mass of highly uncoordinated individuals. After what seemed like a minute or so of standing in the same spot, he became fed up, using one arm moved to gently sweep aside the people in front of him and slipped through avoiding their stares and more often, glares.

He was looking and yet there was still no sign of Gwen, a fact that was beginning to upset him more and more with each step. Maybe she didn't want to talk to him, too embarrassed from the night before. Yes, she had probably laughed about him behind his back, labeled him unworthy and unfit to be in a relationship and then made a point of warning the rest of the feminine half of the student body. That was it and he knew it, she was going to dump him for throwing such a weak party and what's worse: he had been caught by his parents. Oh, what a novice mistake.

Then he saw her. Catching his breath was harder than he thought it should be but he was still in shock of what he knew was going to happen. Stopping he stood there and watched her for a few moments, admiring her beauty, before finally placing one foot in front of the other and beginning his solo death march. Closer and closer he moved each step placing him that much closer to the fire that would surely engulf. In the back of his head was the word _run_ lingering and fighting for a chance to be heard or at least recognized.

If he was going to do something so foolish and cowardly his time was surely running out and wasting away. With each second that passed he could feel his muscles stiffen and he was sure he wouldn't make it to her before she left. Just a few more steps he assured himself and that was when it happened.

He hadn't seen it coming at all and as he now hurtled through the air due to whoever had tripped him as he was slammed into from behind, he was sure he would crush Gwen like a bug between his body and the lockers she was standing by. When she looked at him, he could see the terror stretched across her face and as he felt his hands land on her shoulders he remembered who he was, what he could do and how foolish he was acting.

Though his momentum had been great, it now seemed as if they were moving in slow motion. Embracing Gwen softly on contact he managed to flip their positions around before smashing abruptly against the lockers slightly denting them. He began looking around for who could have tripped him and felt a fool when he realized they had to be gone already. Turning to Gwen he was surprised to find her smiling up at him, before leaning up and softly kissing him.

"Nice moves." She said flashing him another smile. "I can't believe you saved us like that." She was still talking using words such as "us" and at hearing this Will was overjoyed. Just moments ago he had been preparing for the worst and it had not happened. "Sorry, she said. "You'll have to wait till later for my surprise. Yours was nice though." She laughed at this.

"Yea well," he spoke softly a grin spreading across his lips. "You don't know what I would've done if you had been hurt, cause of Me." For a second he could see shock in her face, as though no one had ever expressed a level of concern like for her. He started to worry as he realized it seemed she was at a loss for words as if she had never been loved.

"Will," she spoke softly and he felt his breath fighting him again as he struggled to catch it. When he replied she smiled more brightly than before, "Think you can let me down?" What did she mean? He racked his brain for an answer to what she had asked and finally coming to his senses he began to look around, realizing they were no longer on the ground but floating in the middle of the hallway near the ceiling, a curious crowd of onlookers pointing, many awestruck.

"Uh," he stammered briefly, before slowly descending. When he felt his feet finally hit the hallway floor he looked around. "Yeah. Sorry."

They stood together in the middle of the hall, facing each other holding hands and smiling at each other. It seemed to last an eternity and finally it hit Will, he didn't want to date Gwen, he wanted to fight alongside her, the way his father and mother did. Crime wouldn't stand a chance. As he stood there listening to her speak of how she was sure he would pass the test he had studied so hard for, he was startled when the bell, indicating that they should hurry to their classes rang.

Giving him a last kiss on the lips, Gwen said that she really had to hurry or she would be late. Smiling he assured her he would see her at lunch, forcing her to smile. Watching her go and round a corner he felt happier than the other day when he had beaten Warren, finding out he had his fathers' gift of Super-Strength, lying dormant in his genes. When he had finally turned and began to walk to his first class of the day he was nearly halfway to class when he felt someone grab his shoulder from behind. It was Gwen and as soon as he turned towards her, he found himself drawn into a long, warm kiss. When he opened his eyes she was smiling.

"For good luck." She said pulling her hands from his and running quickly down the same hallway he had watched her disappear down brief seconds ago, but not before shouting, "And I'm glad your alive!" over her shoulder.

Will found it amazingly hard to concentrate and when he walked into his second class of the day, he felt as though the day should be near over. There were so many thoughts running through his head. The dance later on that night, his guarantee of seeing Layla and Warren there together; perhaps getting an answer from Layla as to why she had been ignoring him; and the sheer bliss that he would be going with Gwen Grayson. _His_ Gwen Grayson.

That was one of the things that bothered him all day. He was going with Gwen; she was giving his parents an award. If anyone at Sky High had any grudges against him based on his last name they would have a new reason tonight. At this he smiled. He didn't want conflict, he was just proud that if they had to hate him, they might as well do it for him having the most amazing girl in school as a date, as well as the greatest superheroes the world knew for parents, even though the latter was usually what caused most of the problems for him. He felt grateful to his parents nonetheless, without them Gwen probably wouldn't have given him a second glance.

By the time lunch had rolled around Will was ready to go home. The suspense that this day was causing was beginning to be too much for him to handle. The dance was hours away and yet the more he thought about what Gwen's surprise for him could be, the more he drew a bland and the more excited he became.

Sitting next to Gwen at lunch was as much a curse as it was blessing. Lash and Speed were fools though he had to admit they were rather funny and Penny was just unbearable if there was more than one of her at a time. Will had no problem believing the rumors that Speed and Lash were going to become criminals, although petty ones, criminals nevertheless. Because of these factors Will was ecstatic when Gwen suggested they relocate for some privacy.

"Will," Gwen spoke quietly as they sat down at an empty table. "There's something really important I have to talk to you about. And you can't get angry." She spoke as though he was going to flip the table in a fit of rage "Yea, please don't get angry." She spoke even softer this time.

"Why would I get angry?" he asked his eyebrow cocked in mock seriousness, however he stopped grinning when she gave him a look that reduced his happiness to a thing of the past. Staring into her eyes was one thing, searching them was another; it was just too easy to become lost in them.

"Will, I don't even know where to begin." She was now frowning and he was thoroughly upset by this, yet he let he speak. "My mother wasn't the prettiest or most popular girl in school. She didn't have many friends and being a Technopath didn't help either."

"What do you mean?" he asked more confused then before. Scratching his head he could see she was dancing around whether or not to answer his last question. He wanted to know what was bothering her so much, yet he figured it best to wait and not rush the situation, lest he upset her even more. She looked around a few times before leaning in closer to him and motioning he do the same.

"Up until only about 15 years ago, her power…_my_ power was considered useless worthy only of a sidekick. Even among sidekicks it was shunned and looked down upon. Can you imagine how that must have felt?" There were tears forming in her eyes and he was beginning to worry if he should he continue or if they should finish the conversation somewhere else. Before he could open his mouth however she had started again. "The pain of rejection, isolation from those around you must have hurt her deeply. She was an outcast because her mind was her weapon." She paused again and this time he had the feeling it was for him.

"So," he spoke quietly stealing a quick glance at the empty tables around them. "What are you saying?" He watched as she struggled to gather her words.

"We should do this later." She said quietly and before he had a chance to protest she had risen and swiftly exited the cafeteria.

Today he was certain was going to be a strange day, which could only get better with the Homecoming dance lingering nearer by the minute. However all he could think about was what Gwen was trying to tell him and what he could possibly say to comfort her.

When he arrived home he was still worried about how to approach Gwen. Would she still even want to talk or was she silently scolding herself for telling him too much already? It all made his head hurt and he decided to take a shower to clear his mind. Hot water had a way of erasing the day's problems if only for a moment. Perhaps he wondered that was why his father spent nearly two hours in the bathroom each night.

Emerging from the shower he wrapped him self in a towel and proceeded to his room. As he was bout to enter he heard the doorbell ring. Deciding what to do he ran to his room and quickly threw on a pair of boxers and continued to slip each leg into a pair of jeans. Racing down to the door he preceded to towel dry his hair as he opened the door. Looking up he was surprised to see Gwen who grabbed his hand and led him into the living room.

"Okay," she spoke as they sat down. "I don't care how much you hate me for this; I just want you to know… I wish I didn't care about you as much as I do." With that she planted a soft kiss on his lips.

"Gwen," he spoke as he cupped her face in his hands. "I could never hate you." He kissed her quickly. "You know that. Now what is it?"

She had been stressfully running this through her mind for the past few hours and it amazed her at how easily it wanted to surface.

"Remember how I said my mother had no friends, that she was rejected?" he nodded and she continued. "She became angry and set off on her own. She decided to follow the opposite end of the spectrum." She looked up at him and was amazed at the understanding in his eyes. He knew what she meant and it looked as if it didn't bother him at all. "Will… she became The Pacifier."

"Gwen that means nothing to me. That was her and only her; you should feel no fear because of that. I will never reject you." He smiled as he looked up at him again, tears in her eyes. "Now go home and get ready for your big night." He spoke softly.

Walking her to the door he smiled as she turned to him and kissed him deeply, before disappearing down the street.

_**Listening to your sweet soft voice, I begin to realize, I haven't got a single choice, But to become lost in your eyes.**_


	3. Chapter 3

**Gwen's Stronghold**

Disclaimer- I own not one piece.

A/N- sorry I have yet to update my other stories chapters for they are being typed and revised currently. This story was created on a whim, inspired by the lack of Will/ Gwen stories I've seen.

**Chapter 3- A Will and a Way**

Another beam tore though the air as another hero dropped. One by one they were falling.

"Gwen!" he was screaming at the peak of his voice as he ran faster. "Stop this Gwen! You don't want to do this!" He couldn't believe himself. His parents had just been reduced to diapers along with half the faculty of Sky High; those who had not yet been were struggling to make way to any near escape. Still he wasn't running away like all the others; he was speeding toward Royal Pain.

"Leave Will!" he heard her bellow. "Or you suffer with them!"

Had he known who she was a few months sooner, this could have been avoided. Yet that was not the case, so he would have to try his hardest to subdue his now greatest foe. As he made his way nearer he felt strangely powerful. Quietly he approached watching all others who made the same attempt fail and fall. Those who made it within arms reach received such well delivered blows that they were sent soaring across the dance floor.

'Just a few more feet.' Will kept repeating in his head as he silently stalked his prey. With each step he grew closer he could feel his legs tighten. 'Just what are you going to do when you get there?' He was within reach of her. All he had to do now was grapple her up from behind and he would be the big hero. Reaching was not as easy as he felt his arms tightening as his legs had done.

Just a few more inches. As his hands rose higher and closer he felt a pain in his chest. What was he doing? Could he really betray the one he loved? Was there anyway to be forgiven for that crime?

"Gwen…" he found himself whispering as his arms were lowering to waist. "Listen to me…" With lightening speed she had turned and delivered a punch squarely to his face and yet he felt no pain. "I don't care!" he heard her scream as he landed to a halt against the far wall and slipped into unconsciousness.

"Damn Gwen." He said through clenched teeth as he rubbed his head. "I swear I'm gonna get you for that one." He sat up and propped himself up against the wall.

How could she do that? After everything she had put him through she now had the gall to do this.

"Why didn't she listen to me?" he wondered as he exhaled heavily. "Oh yeah…" was all he managed to say as he began recalling the events from earlier.

Closing his eyes he let out a sigh. By now Gwen was long gone, he was sure of it. After all she had gotten what she had wanted. Propping himself up further he realized he was no longer inside the school. He was sure it was Gwen's room as her scent lingered on everything. That alone was enough to tranquilize him. He was confused as he began to survey the contents of the room. There were tiny gadgets everywhere and hanging proudly in the open closet was the costume of Royal Pain. Lying in her bed he gazed at the suit. If Gwen was no longer in the suit than he could easily overpower and capture her.

Tossing the blankets off he was surprised when he realized he was only in his boxers. What had happened to his pants? As he prepared to step off of the bed he saw Gwen standing in the doorway in a pink robe that stopped halfway up her thigh. As she made her way over to him, he managed to stand long enough only to be pushed back down. As she mounted him he stared at her, anger dancing on the cheeks of his face.

"Will," she spoke as softly as the wind. "I'm sorry. I wouldn't have hit you if I'd known it was you." She was beginning to tear up. "I never wanted to hurt you like that."

"That's what your type does right? Hurt people?" he could see that his words had struck her hard.

"Will, I could have killed you if I had wanted to. Why not since you'd be my greatest enemy? Hell I could have turned you into a damn infant." She was smirking as she added that last part.

"So why didn't you?" he asked as she hugged him and dug her face into his neck. He tried to keep focus as he took in her pheromones from a matter of inches.

"Because, you're cute" she said as she kissed him on the forehead "and strong." With that she bit his shoulder to draw blood. She then placed a hand on his chest over his heart and held his hand to hers kissing him softly and whispering "and I love you."

She stood up slowly frowning at him. "If your going to take me, now's your chance. And if I'm not going to jail, you'd better think of something else." she said as she laid down face first with her hands behind her back. "You're the only one I'll come quietly for… or loudly if you want." She winked and looked away.

As he stood and gazed at the sight before him he lifted her softly to her feet. Keeping her back to him he made sure he had her hands as he began to kiss her neck. His free hand made its way to the front as it began to dance softly on her belly. As he moved to her ears he stopped as he whispered "Why did you say you didn't care when I tried to tell you…" He paused unsure of what he had even meant to tell her.

She broke free and once again forced him onto the mattress. "You were the one yelling it. That's why I brought you here to join me."

"I'm a hero Gwen." He spoke with dignity in his voice.

"Not after tonight." She grinned darkly. She kissed him deeply and then removed her robe mounting his hips and grinding slowly. "We belong together."

He opened his eyes, groggy for the first few minutes or so. The only light in the room was a thin stream of soft amber which had found a part in the curtains. As he rubbed his eyes he began to recall the previous day and he felt ashamed as a smile crept its way onto his face. He tossed the covers to the side and for a while, he sat at the edge with his face in his hands.

How could he allow himself to be seduced like he had? The most disturbing issue was that he offered no resistance.

He stood up and slowly made his way to the door. Placing his hand on the door, he carefully opened it and was shocked at what greeted him. There was empty space. Not the sense of an unused area but rather a vast canyon of darkness as deep and as wide as the eye could see. He stood amazed and transfixed as small platform floated over to him.

For a long while he just watched it before he decided to take a chance. Timidly he took a small step and when it showed no signs of swaying he cautiously took another. Standing in the middle of it he gazed at the tiny lights that could be seen in the distance. No sooner had he become situated as the tiny disc began to speed off in a direction it apparently knew. He was holding onto the bars on the sides as it suddenly dropped what seemed like hundreds of feet before leveling again and continuing its course. It took no less than a minute for transport to dock and disappear when he had stepped off.

As he took a few steps forward he softly opened the door in front of him. Inside was a large room of marble, golden lights illuminating it softly. Deciding he wanted to know why it had brought him her he ventured farther. Soon he heard the sound of running water and he felt his heart begin to race. As he continued to move he soon rounded the corner and was in awe of what was before him. Water fell in large amount from a rocky mountainside. Trees and flowers blew in a gentle breeze and the water collected into a pool where he saw none other than Gwen herself stepping onto its shores. He was mesmerized as he watched her dry herself off. As she bent over to get her ankles she looked up and smiled at him.

Slowly she walked over to him and spun her backside to him.

"Can you dry my back please?" she whispered softly. He took the towel and proceeded to do so. As he finished she whipped around catching him in the face with her hair. Laughing, she apologized and lent in to kiss him. As he pulled her to him she began to moan longing for his touch. Softly she began to lift his shirt.

He smiled at her as he broke apart. God he loved this.

"What are you thinking?" she asked as she touched his cheek.

"Honestly?" he smiled at her and she nodded. He ripped his shirt off and discarded his pants and picked her up moving towards the pool. "You shouldn't have dried yourself off." With that he leapt into the pool.

As they lay together on the shore he found himself smiling again. This was heaven and he was sleeping with the Devil.

"Will." Gwen spoke as she propped herself up on an elbow. "I have work I need to do tomorrow and I need to know… are you with me? Because I can't have you feeling conflicted inside." There was a seriousness in her voice and he gulped knowing now was the time for an answer.

"Gwen," he spoke softly leaning in and kissing her ear, "I love you." He softly traced kisses to her neck. "I'll follow you where ever you go."

She pulled him into a long kiss and forced herself on top once more. He was smiling now… did she ever stop trying to seduce him? Would she ever let him awaken from this dream?

Slowly she kissed down his chest and moved to his stomach. It was at this point he realized they were both still naked. He blushed as she began to kiss the inside of his thighs. What she did next took him by complete surprise… She laughed.

"Something funny?" he asked perplexed. She stopped laughing and smiled up at him.

"You should have seen the look on your face when you thought the platform was gonna fall. You can FLY Stronghold." With that she took him into her mouth. "Yeah, it was kinda like that." she laughed at the look on his face before continuing, looking him in the eye as she did so. He let his head fall backward onto the sand. He smiled between gasps.

This was heaven and he was sleeping with the Devil.


	4. Chapter 4

**Gwen's Stronghold**

Disclaimer- I own not one piece.

A/N- sorry I have yet to update my other stories chapters for they are being typed and revised currently. This story was created on a whim, inspired by the lack of Will/ Gwen stories I've seen.

**Chapter 4- Free Will**

He had to do something. Soon. While he was here, in this fiendish illusion of a paradise, the world was stumbling to regain control. After the devastating blow Gwen had cocked back and fired with, it would be a miracle if the heroes of this world would ever find courage again. Will was still young, yet he was sure that damaged pride could destroy even the greatest of super-beings.

Even now as he watched the monitor from the blackness of this isolated room, watching those he knew and loved changed back to normal, he could feel his stomach turning. So sick was he now from his actions he could hardly see straight. Could he really make a difference? After all Gwen's plan had backfired, what more could she possibly be hiding up her sleeves?

It was all so painstakingly challenging. Family had to come first, as did the justice and freedom for all people. This was an inevitable factor he had to take into account. Melting into Gwen's palm like ice was the other factor that needed to be seen after. If he was to keep an eye on her he would have to establish himself as a dominating presence, he would have to enforce himself.

But that, he knew would not be as easily accomplished as it was said. Gwen had many tactics to making him follow her.

As if she knew he was thinking about her she entered the room. When she saw the look on his face she laughed.

"I thought we were past this Will." She said wrapping her arms around him. "I thought you had renounced that part of your life."

"Gwen," he spoke while pushing her away. "I can't do this. It's not who I am."

"It is now." She whispered while he paced.

"I can't pretend like this all some perfect dream. I mean it has been and that's the problem. There's people out there suffering and I can't turn my back on them. Don't you understand? I'm a hero, it's in my nature to help people." He took her hands in his. "Help me. I know you have goodness inside of you. We all do."

"Will, in case you haven't noticed, I'm not like you." She smirked, taking a seat. "I'm the villain."

"But it doesn't have to be that way, don't you see?" he practically yelled. "You make the choice. Not them."

She stood and walked over to him, smiling when she gripped him by the throat.

"I told you Will, I need you, but I can't have you doubting what we're going to do." She released him. "Now are you in or out."

He thought her words over a moment before speaking.

"No, Gwen. I can't help you."

She turned her back on him. "Then leave Will. Go."

The pain in her words took his breath.

"What?" he asked confused.

She spun and backhanded him. Hard.

"You heard me!" she screamed in his face. 'Leave, Go!"

"Gwen," he started but she hit him again.

"Now!"

Only seconds had passed since she left before the room began filling with as strange odor. He knew it to be gas of some sort and he welcomed the numbness that took the pain of losing the woman he loved. Soon he was smiling and drifting asleep.

* * *

He grabbed his head in an attempt to stop the pounding he felt but it was no use. The pain was too much and he sat up with a struggle trying to figure out where he was. Through gritted teeth he begged the pain to stop.

Taking in glimpses of people walking past him he became even more confused, certain these people shouldn't be in his room. Standing up was no easy task and he failed the first attempt. Luckily someone gave him a hand the second time.

He offered quick thanks and with his head in his hands stumbled down the street.

He was uncertain how he had arrived at such a strange place and feeling so horrible. As he tried to bring forth any recollection of what had happened he almost fell to his knees. He had to place his weight on a brick building and slump to the sidewalk to avoid falling. He made a mental note to avoid worrying about how he arrived in such a strange place and concentrate on getting home.

He stood up and tilted his head skyward. Perhaps it might work. He had to try.

Throwing his hands up, he gave a strong push off the ground and only gained maybe fifteen feet of height. People on the street had stepped back and were not moving around him to give space. He tried again and a third time, each a failure. He sighed and dug into his pocket looking for some money so he might at least buy a bus fare.

There was none.

He cursed under his breath and began walking again, lost. He had no idea where he was or how he was going to get home. He didn't even know how long he had been gone.

Damn he thought. He shook his head hoping that it might alleviate the anguish running through his brain. It didn't and he felt like crying. He blinked trying to remember Layla's number then dropped to the ground when he remembered she was mad at him. He felt like puking when he remembered she had gone to the dance with Warren Peace.

The last thing he remembered was trying to figure out a way to get his parents to let him go to the dance. He recalled that they _**had**_ let him go. To get their award he remembered and at this he became heated. That was why they had let him go. He sat scratching his head in an attempt to figure out why he had wanted to go at all, but he couldn't for the life of him bring the reason to surface.

He stood again and wiped his mouth moving silently down the street. Perhaps he just needed time to think.

As people moved past him he became unsettled by the feeling of animosity he was getting by these people. Strange thoughts began to run wild in his mind and he imagined what it would be like to unload his temper on a passerby. He grew more disturbed as he imagined hitting a man who passed him. He felt a pang of ache in his head as his mind fought to tell him something he couldn't make out. There was something he was supposed to do for these people, something that tied him to them. Thinking of his strength he felt as though these people perhaps worshipped him. He shook it off when he remembered his enrollment in Sky High. No, he was not a ruler; he was a freshman in high school.

Fighting to make sense of his thoughts, he snapped to attention as the ground rumbled and people began to rush past him. He reached out and grabbed the next person who came closest to him, a little boy.

"What's' happening?" he asked urgently.

"I don't know!" the child screamed. Will was surprised when the boys' mother tried snatching him from Will's grasp.

"Let go of my son!" she screamed in his face and he complied, not wanting to hear her high pitched squeal again.

"What's the problem?!" he yelled loud enough that a few people stopped around him before once again running. He grabbed a young woman, maybe his age as she passed.

"What's going on?" he asked her calmly. When she didn't say anything he smiled. "My name's Will, I'm a good guy… I think?" he said receiving a questioning look.

"Royal Pain." She spoke nervously. "Just leveled an entire block. Like nothing. Now please let me go."

He released his grip and sank to his knees as the memories flooded into his conscious thoughts. The night of the dance and the time he had spent with Gwen. She had done this. Angrily he punched the ground, before realizing he was lucky to be alive.

"Why didn't she kill me?" he whispered aloud. As he looked up, he could see the explosions happening in the distance. "She should have."

With that thought he jumped as high as he could, feeling the concrete shatter beneath his feet.

He hovered in the air for a few seconds before speeding toward where he knew she would be. He could see Gwen in the distance although she was unrecognizable with her armor on. Flying to halt above he folded his arms looking down at her as he floated down to meet her face to face.

"Gwen, stop this."

"Leave Will, I already let you go once after this you'll not be so lucky."

"Gwen please." he spoke as he offered her his hand. "Come with me. You can change this, I'll help you."

She laughed as she fired a rocket into a bank. "There is no help for me Stronghold. Don't you get that?"

"She's right Will, her kind only care about one thing." Spoke his father as his parents arrived.

"I don't believe that." he spoke angrily.

She smirked and he wasn't so certain.

"Then I'll just have to show you how naive you really are."


End file.
